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WKN: A3E3N3 | ISIN: EE3100149394 | Ticker-Symbol: X8K
Frankfurt
16.05.24
15:29 Uhr
37,650 Euro
+0,350
+0,94 %
1-Jahres-Chart
INFORTAR AS Chart 1 Jahr
5-Tage-Chart
INFORTAR AS 5-Tage-Chart
GlobeNewswire
322 Leser
Artikel bewerten:
(2)

Announcement of the Initial Public Offering of Shares of AKTSIASELTS INFORTAR

AKTSIASELTS INFORTAR (registry code: 10139414, address Sadama tn 5, 10111,
Tallinn, Estonia; the Company), hereby announces the initial public offering of
its shares (the Offering). The Offering will be carried out on the basis of the
prospectus prepared by the Company and approved by the Estonian Financial
Supervision and Resolution Authority (Finantsinspektsioon, the EFSA) on 27
November 2023 (the Prospectus). Full details of the Offering are set out in
the Prospectus. 

Chairman of the Management Board of Infortar Ain Hanschmidt:

"We are opening our portfolio and wish to grow our success with new investors.
Our portfolio that is focused on energy, maritime transport and real estate is
diverse and international, proven in crises and has a big growth potential.
According to our vision, Infortar is dedicated to developing the productivity
of its companies - Eesti Gaas has become the biggest private capital energy
company in the Finnish and Baltic region, Tallink has become the biggest
maritime transport company on the Baltic Sea and for real estate we are one of
the biggest asset owners in the region. We are long-term experienced investors
and wish to provide dividend security to new investors." 



Managing Director of Infortar Martti Talgre:

"Infortar has a diverse portfolio, strong balance sheet and modest loan burden
- our cash flow is secure and enables us to pay dividends. We determined the
Offering amount based on the needs of the Company and the price range based on
its appeal to the investors. Searching for and utilising of growth
opportunities is in the DNA of Infortar. Growth has originated from
international expansion and investments that amount to a quarter billion euros
in the past years." 



Chairman of the Management Board of Eesti Gaas Margus Kaasik:

"Infortar owned Eesti Gaas earns most of its revenue from foreign markets. We
have led the transition to western LNG in the area and thus won new clients and
market share. Besides sales we have significantly increased our energy
infrastructure sector by acquiring the biggest Latvian gas distribution network
and built a bunkering ship. We are also actively involved in renewable energies
by producing and selling local biogas and solar energy. In the long run we see
natural gas as the main supporting energy type for renewable energy sources." 

Key terms of the Offering

In the course of the Offering, the Company is offering up to 1,200,000 newly
issued ordinary shares with a nominal value of 0.10 euros per share with the
possibility to increase the number of the offered ordinary shares up to
1,800,000 newly issued ordinary shares with a nominal value of 0.10 euros per
share (the ordinary shares offered by the Company hereinafter together referred
to as the Offer Shares and all the shares of the Company hereinafter as the
Shares). The Company may increase the number of the issued Offer Shares to the
above maximum amount at its own discretion, by consulting previously with AS
LHV Pank and Swedbank AS (together as the Arrangers) as well as considering the
results of the Offering and the position of the management regarding the need
to raise additional capital. 

In addition, Swedbank AS (Stabilising Arranger) has the right to, in
consultation with AS LHV Pank, pursuant to the allocation of the Offering
decided by the Company, allocate to the investors additionally up to 180,000
Offer Shares (Overallotment Shares). Upon the allocation of the Overallotment
Shares to the investors in full, the total number of the Offer Shares is
1,380,000 (in case the Offering is carried out in the base volume) or 1,980,000
(if the volume of the Offering is increased). The Overallotment Shares shall
have the same rights as the Offer Shares. 

The Company has one class of Shares and all the Offer Shares are or will be of
the same class. 

The Offering consists of (i) an offering of the Offer Shares to retail
investors in Estonia (Retail Offering) and (ii) an offering of the Offer Shares
to institutional investors for the purposes of EU Regulation 2017/1129
(Prospectus Regulation) in Estonia and in certain select member states of the
European Economic Area and in the United Kingdom (Institutional Offering). The
Company may also in the course of the Offering offer the Offer Shares
non-publicly to investors in Member States of the European Economic Area based
on certain other exceptions provided in the Prospectus Regulation. 

The subscription period for the Offer Shares commences on 28 November 2023 at
10:00 (Estonian time) and ends on 7 December 2023 at 16:00 (Estonian time)
(Offer Period), unless there is a decision to change the Offer Period or the
Offering is cancelled. 

The Offer Shares are offered at a price range of 26.00 to 32.00 euros per Offer
Share (Offer Price Range). The final offer price per Offer Share is determined
by the Company after the completion of the book-building process regarding the
Institutional Offering, having consulted with the Arrangers in advance, and
will be the same for all investors in the Offering. A retail investor
participating in the Retail Offering may submit a subscription order for
subscribing for the Offer Shares only at a price that corresponds to the upper
end of the Offer Price Range, i.e. 32.00 euros per one Offer Share. 

Taking into account the minimum and maximum amount of Offer Shares (including
Overallotment Shares) and the Offer Price Range the monetary amount of the
Offering is between 31.2 to 63.4 million euros. 

An investor wishing to subscribe for the Offer Shares in the Retail Offering
should contact an account operator that operates such investor's securities
account at Nasdaq CSD SE Estonian Branch (Nasdaq CSD) and submit a subscription
undertaking within the Offer Period for the purchase of the Offer Shares
pursuant to the terms of the Offering. The subscription undertaking must be
submitted to the account operator by the end of the Offer Period. By submitting
a subscription undertaking, an investor authorises the Nasdaq CSD account
operator who manages the current account associated with the investor's
securities account to immediately block the full transaction amount on the
investor's current account until the settlement of the Offering is completed or
funds are released in accordance with the terms and conditions of the
Prospectus. 

In order to subscribe for the Offer Shares in the Institutional Offering, the
investor should contact the Arrangers. 

The expected timetable of the Offering is as follows:

28 November 2023      Publication of the Prospectus            
--------------------------------------------------------------------------------
28 November 2023 at 10:00  Offer Period commences               
 (Estonian time)                                
--------------------------------------------------------------------------------
7 December 2023 at 16:00  Offer Period ends                  
 (Estonian time)                                
--------------------------------------------------------------------------------
On or about 11 December   Decision on the Offer Price and allocation of the  
 2023            Offer Shares                    
--------------------------------------------------------------------------------
On or about 13 December   Settlement of the Offering             
 2023                                      
--------------------------------------------------------------------------------
On or about 14 December   Listing and commencement of trading of Shares on the
 2023            Nasdaq Tallinn Stock Exchange.           
--------------------------------------------------------------------------------

Listing and admission to trading

The Company has applied for listing and admission to trading of all of its
Shares, including the Offer Shares, on the Baltic Main List of Nasdaq Tallinn
Stock Exchange. The trading of the Shares is expected to commence on the Baltic
Main List of Nasdaq Tallinn Stock Exchange on or about 14 December 2023. 

Availability of the Prospectus

The Prospectus in Estonian is available in electronic form as of the date of
this announcement on the website of the Company (https://infortar.ee/et/ipo)
and on the website of the EFSA www.fi.ee. 

Any interested party may request delivery of an electronic copy of the
Prospectus from the Company and the Arrangers without charge. 

Before making an investment decision, investors should read the Prospectus and
the summary of the Prospectus and, if necessary, consult with a person
specialising in advising on such investments. 

Further enquiries:

Kadri Laanvee

Head of Investor Relations of AS Infortar

kadri.laanvee@infortar.ee

https://infortar.ee/et/ipo

              ----Important notice----

Not for release, directly or indirectly, in the United States of America or any
other jurisdiction or under circumstances where to do so would be unlawful or
to persons who are subject to financial sanctions imposed by competent
authorities. 

This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation. Investors should not make an investment decision
with respect to securities referred to in this announcement without reading the
Prospectus in order to fully understand the potential risks and rewards
associated. The Shares of the Company are offered publicly only in Estonia. The
Prospectus is available on the website of the EFSA (www.fi.ee) and on the
website of the Company (https://infortar.ee/et/ipo). The approval of the
Prospectus by the EFSA should not be understood as an endorsement of the
securities. 

This announcement shall not constitute or form part of any offer to sell or the
solicitation of an offer to buy, nor shall there be any Shares in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under the
securities laws of any such jurisdiction.There shall be no Offering for persons
who are subject to financial sanctions by competent authorities. Any offer to
acquire the Shares will be made, and any investor should make his/her
investment, solely on the basis of information that will be contained in the
Prospectus and its possible supplements to be published in connection with such
Offering. If you do not understand the contents of this announcement, you
should consult an authorised financial adviser. 

This announcement does not constitute a recommendation concerning the Offering.
The price and value of securities and any income from them can go down as well
as up. Past performance is not a guide to future performance. Information in
this announcement or any of the documents relating to the Offering cannot be
relied upon as a guide to future performance. Before purchasing any Shares,
persons viewing this announcement should ensure that they fully understand and
accept the risks which will be set out in the Prospectus. 

In the European Economic Area, with respect to any Member State, other than
Estonia, this communication is only addressed to and is only directed at
"qualified investors" in that Member State within the meaning of Article 2(e)
of the Prospectus Regulation. 

In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors within the meaning of the Prospectus
Regulation, which forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018, who are also (i) investment professionals, as such term
is defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial Promotion Order");
or (ii) are high net worth bodies corporate, unincorporated associations and
partnerships or trustees or high value trusts falling within Article 49(2)(a)
to (d) of the Financial Promotion Order; or (iii) other persons to whom it may
lawfully be communicated; (all such persons together being referred to as
"Relevant Persons"). This communication is directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this communication relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. 

This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for the Shares in the United States. The
Shares have not been and will not be registered under the US Securities Act of
1933, as amended (the "US Securities Act"), and may not be offered or sold in
the United States unless the securities are registered under the US Securities
Act, or an exemption from the registration requirements of the US Securities
Act is available. The Company has not registered, and does not intend to
register, any portion of the Offering in the United States, and does not intend
to conduct a public offering of securities in the United States. 

The Arrangers are acting exclusively for the Company and no one else in
connection with the Offering. None of the Arrangers will regard any other
person (whether or not a recipient of this announcement) as a client in
relation to the Offering and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients nor
for the giving of advice in relation to the Offering or any transaction,
matter, or arrangement referred to in this announcement. 

In connection with the Offering, the Arrangers and any of their respective
affiliates, acting as investors for their own accounts, may subscribe for
and/or acquire Shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such Shares and other
securities of the Company or related investments in connection with the
Offering or otherwise. Accordingly, references in this announcement to the
Shares being issued, offered, subscribed, acquired, placed or otherwise dealt
in should be read as including any issue, offer, subscription, acquisition,
dealing or placing by, the Arrangers and any of their affiliates acting as
investors for their own accounts. In addition, the Arrangers (or any of their
respective affiliates) may enter into financing arrangements (including swaps)
with investors in connection with which such Arrangers (or any of their
respective affiliates) may from time to time acquire, hold or dispose of
Shares. None of the Arrangers intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so. 

The Arrangers and their respective affiliates may have engaged in transactions
with, and provided various investment banking, financial advisory and other
services to, the Company and the Company's shareholders, for which they would
have received customary fees. The Arrangers and any of their respective
affiliates may provide such services to the Company, the Company's shareholders
and any of their respective affiliates in the future. 

In connection with the offer or sale of the Shares, the Stabilising Manager may
within 30 days after the commencement of the trading purchase up to 180,000 of
the Shares with a view to supporting the market price of the Shares at a level
higher than that which might otherwise prevail for a period of 30 days
following the commencement of trading (the "Stabilisation Period"). Any
stabilisation action (which may or may not occur) will be conducted by the
Stabilising Manager in accordance with all applicable laws and rules and may
cease at any time. 

None of the Arrangers or any of their respective subsidiary undertakings,
affiliates or any of their respective directors, officers, employees, advisers,
agents or any other person accepts any responsibility or liability whatsoever,
or makes any representation or warranty, express or implied, for the contents
of this announcement, including its truthfulness, accuracy, completeness,
verification or fairness of the information or opinions in this announcement
(or whether any information has been omitted from the announcement) or any
other information relating to the Company, the Company's shareholders and their
affiliates, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of this announcement or its contents or otherwise arising in connection
therewith. 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may or should be
placed by any person for any purposes whatsoever on the information contained
in this announcement or on its completeness, accuracy or fairness. All
information presented or contained in this announcement is subject to
verification, correction, completion and change without notice. However, the
Company does not undertake to provide the recipient of this announcement with
any additional information, or to update this announcement or to correct any
inaccuracies. 

Forward-looking statements

Certain statements contained in this announcement, including any information as
to the Company's strategy, plans or future financial or operating performance
constitute "forward-looking statements". These forward-looking statements can
be identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "projects", "expects", "intends",
"aims", "plans", "predicts", "may", "will", "seeks" or "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not historical
facts. They appear in a number of places throughout this announcement and
include statements regarding the intentions, beliefs or current expectations of
the directors of the Company concerning, amongst other things, the Company's
results of operations, financial condition and performance, prospects, growth
and strategies and the industry in which the Company operates. 

By their nature, forward looking statements address matters that involve risks
and uncertainties because they relate to events and depend on circumstances
that may or may not occur in the future. Forward-looking statements are not
guarantees of future performance and the Company's actual results of operations
and financial condition, and the development of the business sector in which
the Company operates, may differ materially from those suggested by the
forward-looking statements contained in this announcement. 

In addition, even if the Company's results of operations and financial
condition, and the development of the industry in which the Company operates,
are consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative of results or
developments in subsequent periods. 

The forward-looking statements contained in this announcement speak only as of
the date of this announcement. The Company disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained in this announcement to reflect any change in its
expectations or any change in events, conditions or circumstances on which such
statements are based unless required to do so by applicable law.
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